Stock Abbr.: CIMC, CIMC-B Stock Code: 000039, 200039 Announcement No.: [CIMC]2012-030
China International Marine Containers (Group) Co., Ltd.
Notice on Convening the 3rd Special Shareholders’ General
Meeting for 2012
China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as
“the Company”) and all members of its Board of Directors hereby ensure that this
announcement is factual, accurate and complete without any false information,
misleading statement or material omission. And the English version is for reference
only.
Important contents:
● Time for the on-site general meeting: 2:00 p.m. on 30 Aug. 2012
● Date of record: 23 Aug. 2012
● Place for the on-site general meeting: Ming Wah International Convention
Center, No.8 Guishan Road, Shekou, Nanshan District, Shenzhen
● Way of convening: on-site voting, online voting and independent director
collecting voting rights
● Is on-line voting available? Yes.
I. General information of the meeting
1. Convener: the Board of Directors of the Company;
2. The Board of Directors of the Company believes that the 3rd Special Shareholders’
General Meeting for 2012 was held in accordance with relevant laws, administrative
regulations, departmental rules, regulatory documents and the Company’s Articles of
Association.
3. Time for the meeting: Time for the on-site meeting: 2:00 p.m. on 30 Aug. 2012;
Time for the on-line voting: 29 Aug. 2012 to 30 Aug. 2012; For those shareholders
who choose to vote on line, they may vote at any time during 9:30—11:30 and
13:00—15:00 on 30 Aug. 2012 via the trading system of Shenzhen Stock Exchange
and during the period from 15:00 on 29 Aug. 2012 to 15:00 on 30 Aug. 2012 via the
internet voting system of Shenzhen Stock Exchange.
4. Place for the on-site meeting: Ming Wah International Convention Center, No.8
Guishan Road, Shekou, Nanshan District, Shenzhen
5. Way of convening the meeting: On-site voting, on-line voting and independent
director collecting voting rights (hereinafter referred to as “voting rights collecting”)
adopted for this general meeting. The Company will provide, via the trading system
and the internet voting system (http://wltp.cninfo.com.cn) of Shenzhen Stock
Exchange, an on-line voting platform for its shareholders, at which shareholders can
exercise their voting rights during the time set for the on-line voting. As for details
about voting rights collecting, please refer to the Report on Independent Director
Collecting Voting Rights of China International Marine Containers (Group) Co., Ltd..
For one same vote, it can only be cast via on-site or on-line voting. Where a vote is
cast twice, the first vote shall prevail.
6. Attendants
(1) A-share and B-share holders of the Company recorded by the Shenzhen branch of
China Securities Depository and Clearing Co., Ltd. up until Shenzhen Stock
Exchange closes in the afternoon on 23 Aug. 2012. Those shareholders may entrust a
proxy, who is not necessarily a shareholder of the Company, to attend the general
meeting and vote on behalf of him/her;
(2) Directors, supervisors and senior executives of the Company; and
(3) Lawyers appointed by the Company and guests invited by its Board of Directors.
II. Proposals to be reviewed at the meeting
1. Proposal on the Plan about the Company Changing the Stock Exchange Listed
with Its Domestically Listed Foreign Shares & Listing Its Shares for Trading by
Introduction on the Main Board of the Stock Exchange of Hong Kong Ltd.
(SEHK);
2. Proposal on Asking the General Meeting to Authorize the Board of Directors
and Its Authorized Personnel to Handle with Plenary Powers the Matters Related
to the Company Changing the Stock Exchange Listed with Its Domestically Listed
Foreign Shares & Listing Its Shares for Trading by Introduction on the Main
Board of the Stock Exchange of Hong Kong Ltd. (SEHK);
3. Proposal on Determining the Authorized Personnel of the Board of Directors;
4. Proposal on China International Marine Containers (Group) Co., Ltd. Being
Converted into a Limited Stock Company That Issues and Lists Its Shares Abroad;
5. Proposal on Reviewing the Articles of Association of China International
Marine Containers (Group) Co., Ltd. (A+H) (Drafted);
6. Proposal on Asking the General Meeting to Authorize Guotai Junan Securities
Co., Ltd. to, as the Nominal Holder, Open the H-share Account in Guotai Junan
Securities (Hong Kong) Co., Ltd. and Hold these H-shares under Trusteeship;
7. Proposal on the Valid Period for the Resolution on the Company Changing the
Stock Exchange Listed with Its Domestically Listed Foreign Shares & Listing Its
Shares for Trading by Introduction on the Main Board of SEHK.
The proposals above have been reviewed and approved at the 13th Session of the 6th
Board of Directors. For details, please refer to the relevant announcement disclosed
on 15 Aug. 2012 on China Securities Journal, Securities Times, Shanghai Securities
Hong Kong Ta Kung Pao, and www.cninfo.com.cn
III. Registration method for the on-site meeting
1. Required credentials for registration
(1) Individual shareholders should hold their ID cards, stock account cards and
shareholding certificates;
(2) Proxies should hold their ID cards, letters of authorization (see attachment), stock
account cards and shareholding certificates of authorizers;
(3) Corporate shareholders should hold copies of their business licenses, letters of
authorization from their legal representatives, ID cards of the attendees and
shareholding certificates;
2. Registration may be completed on site, by written communication or fax. Time for
registration by written communication or fax ends on 28 Aug. 2012.
3. Address for registration: Office of Secretary to the Board of Directors, CIMC R&D
Centre, No. 2 Gangwan Av., Shekou, Nanshan District, Shenzhen, Guangdong
IV. Specific procedures for the on-line voting
1. Procedure for voting via the trading system
(1) The time for the voting via the trading system for this general meeting is
9:30—11:30 and 13:00—15:00 on 30 Aug. 2012. The voting procedure is based on
the new share subscription procedure of Shenzhen Stock Exchange.
(2) Voting code: 360039; Voting abbr.: CIMC Voting
(3) Specific procedure for shareholders to vote: ① “Buy in voting” should be chosen
under “Buy or Sell”; ② Serial numbers of the proposals for this general meeting
should be input under “Entrustment Price”, with RMB 100 for all proposals, RMB
1.00 for Proposal No.1, RMB 2.00 for Proposal No.2, etc.. Every proposal should be
chosen by inputting the corresponding price. See details as follows:
Serial
Corresponding
number of Name of proposal
price
proposal
100 All proposals RMB 100
1 Proposal on the Plan about the Company Changing the Stock Exchange Listed
with Its Domestically Listed Foreign Shares & Listing Its Shares for Trading by
RMB 1.00
Introduction on the Main Board of the Stock Exchange of Hong Kong Ltd.
(SEHK)
2 Proposal on Asking the General Meeting to Authorize the Board of Directors and
Its Authorized Personnel to Handle with Plenary Powers the Matters Related to
the Company Changing the Stock Exchange Listed with Its Domestically Listed RMB 2.00
Foreign Shares & Listing Its Shares for Trading by Introduction on the Main
Board of the Stock Exchange of Hong Kong Ltd. (SEHK)
3 Proposal on Determining the Authorized Personnel of the Board of Directors RMB 3.00
4 Proposal on China International Marine Containers (Group) Co., Ltd. Being
RMB 4.00
Converted into a Limited Stock Company That Issues and Lists Its Shares Abroad
5 Proposal on Reviewing the Articles of Association of China International Marine
RMB 5.00
Containers (Group) Co., Ltd. (A+H) (Drafted)
6 Proposal on Asking the General Meeting to Authorize Guotai Junan Securities
Co., Ltd. to, as the Nominal Holder, Open the H-share Account in Guotai Junan RMB 6.00
Securities (Hong Kong) Co., Ltd. and Hold these H-shares under Trusteeship
7 Proposal on the Valid Period for the Resolution on the Company Changing the
Stock Exchange Listed with Its Domestically Listed Foreign Shares & Listing Its RMB 7.00
Shares for Trading by Introduction on the Main Board of SEHK
③ Voting opinion should be input under “Entrustment Share Number”, with 1 share
for yes-vote, 2 shares for no-vote and 3 shares for abstention; ④ For one same
proposal, the vote can only be cast once, which cannot be cancelled; ⑤ Voting not in
compliance with the aforesaid rules will be seen as invalid and treated as cancelled
orders by the trading system of Shenzhen Stock Exchange.
2. Procedure for the internet voting
(1) Specific procedure for shareholders to pass identity verification
As per the Specific Implementation Rules for Identification of Investors for On-line
Services of Shenzhen Stock Exchange, shareholders may pass identity verification by
service codes or digital certificates. For a service code, shareholders may log on
http://wltp.cninfo.com.cn and register in the code service page by inputting relevant
information and setting up a service code. If the instruction to activate the service
code is sent before 11:30 a.m., the code can be used after 13:00 on the same day; if
the instruction to activate the service code is sent after 11:30 a.m., the code can only
be used on the next day. For a digital certificate, shareholders can apply for one to
Shenzhen Securities Information Co., Ltd. or proxy certificate issuers entrusted by
Shenzhen Securities Information Co., Ltd..
(2) Based on their service codes and digital certificates, shareholders should log on
http://wltp.cninfo.com.cn and vote at the page of the voting system.
(3) Time for investors to vote: Shareholders can vote at any time during the period
from 15:00 on 29 Aug. 2012 to 15:00 on 30 Aug. 2012 via the internet voting system
of Shenzhen Stock Exchange.
V. Other matters
1. For contact concerning the general meeting
Person to contact: Geng Weirong with the Financial Management Department
Tel: 0755-26691130
Fax: 0755-26826579
Post code: 518067
2. Expense: Expense on accommodation and travel of attendees should be paid by
themselves and the meeting is expected to last half a day.
3. Solutions to abnormalities in the on-line voting system: If any significant
abnormality takes place in the on-line voting system during the on-line voting period,
the course of this general meeting shall be subject to the relevant notice on the same
day.
VI. Independent directors collecting voting rights
In order to stimulate more minority shareholders to join in voting at the Third Special
Shareholders’ General Meeting for Year 2012 and protect their interest, the session
adopts the way of independent directors collecting voting rights of all shareholders.
The Company’s independent director Mr. Xu Jing’an is entrusted as the collector by
the other two independent directors to collect the voting rights of all shareholders on
the events of the session. For details of the voting rights collection, such as the time,
ways and procedures, etc., please refer to the Report on Independent Director
Collecting Voting Rights of China International Marine Containers (Group) Co., Ltd.
disclosed on the same day of the announcement.
If any shareholder of the Company plans to entrust the independent directors to vote
on relevant proposals in the notice at the session, please fill out the Letter of
Authorization for Independent Director Collecting Voting Rights of China
International Marine Containers (Group) Co., Ltd., and deliver it before the deadline
of registration for the on-site session of this time.
VII. Documents available for reference
1. Resolutions made at and minutes of the board meeting carrying signatures of
present directors and the meeting recorder;
2. Details of relevant resolutions.
Board of Directors
China International Marine Containers (Group) Co., Ltd.
15 Aug. 2012
Attachment:
Letter of Authorization
Name of authorizer:
ID card No. of authorizer:
Shareholdings of authorizer:
Name of proxy:
ID card No. of proxy:
Whether the proxy can exercise the voting right:
This is to entrust MR/MS to attend the Third Special Shareholders’ General
Meeting for Year 2012 of China International Marine Containers (Group) Co., Ltd. on
behalf of me.
Voting indicator:
Sequence
No. of Contents of proposal Voting opinion
proposal
Unified votes for the following proposals: For Against Waiver
1 Proposal on the Plan about the Company Changing the Stock
Exchange Listed with Its Domestically Listed Foreign Shares &
Listing Its Shares for Trading by Introduction on the Main Board
of the Stock Exchange of Hong Kong Ltd. (SEHK)
2 Proposal on Asking the General Meeting to Authorize the Board of
Directors and Its Authorized Personnel to Handle with Plenary
Powers the Matters Related to the Company Changing the Stock
Exchange Listed with Its Domestically Listed Foreign Shares &
Listing Its Shares for Trading by Introduction on the Main Board
of the Stock Exchange of Hong Kong Ltd. (SEHK)
3 Proposal on Determining the Authorized Personnel of the Board of
Directors
4 Proposal on China International Marine Containers (Group) Co.,
Ltd. Being Converted into a Limited Stock Company That Issues
and Lists Its Shares Abroad
5 Proposal on Reviewing the Articles of Association of China
International Marine Containers (Group) Co., Ltd. (A+H) (Drafted)
6 Proposal on Asking the General Meeting to Authorize Guotai
Junan Securities Co., Ltd. to, as the Nominal Holder, Open the
H-share Account in Guotai Junan Securities (Hong Kong) Co., Ltd.
and Hold these H-shares under Trusteeship
7 Proposal on the Valid Period for the Resolution on the Company
Changing the Stock Exchange Listed with Its Domestically Listed
Foreign Shares & Listing Its Shares for Trading by Introduction on
the Main Board of SEHK
Note: Please input “√” in the appropriate place to show your voting opinion. The
assignee should, according to the instruction given by the constituent, vote for, against
or waiver and input a “√” in the corresponding place. You can only input one “√”
for one same proposal. Where more than one or no “√” is input for one same
proposal, it shall be considered that the assignee chooses a waiver for the proposal.
Whether the proxy has voting right on the temporary proposals that are possibly listed
into the agendum of the Annual Shareholders’ General Meeting or not:
Yes No
In case that the proxy has such voting right, he/she should cast a vote:
For Against Waiver
In case that the authorizer gives no specific instruction, the proxy can vote according
to his/her own will:
Yes No
Date of authorization:
Valid period for this letter of authorization:
Signature (or seal) of the authorizer:
